Valeo

Capital/Financing Update • Jan 11, 2017

Final Terms dated 9 January 2017

VALEO

Issue of EUR 500,000,000 0.625 per cent. Notes due 11 January 2023 (the "Notes")

under the EUR 3,000,000,000 Euro Medium Term Note Programme

SERIES N°: 8 TRANCHE N°: 1

Joint Lead Managers

BNP PARIBAS CITIGROUP GLOBAL MARKETS LIMITED CM-CIC MARKET SOLUTIONS MIZUHO INTERNATIONAL PLC NATIXIS

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PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 3 May 2016 which received visa no. 16-161 from the Autorité des marchés financiers (the "AMF") on 3 May 2016, (the "Base Prospectus"), the first supplement to the Base Prospectus dated 21 September 2016 which received visa no. 16-441 from the AMF on 21 September 2016, the second supplement to the Base Prospectus dated 26 October 2016 which received visa no. 16-501 from the AMF on 26 October 2016, the third supplement to the Base Prospectus dated 8 November 2016 which received visa no. 16-519 from the AMF on 8 November 2016, the fourth supplement to the Base Prospectus dated 23 November 2016 which received visa no. 16-544 from the AMF on 23 November 2016 and the fifth supplement to the Base Prospectus dated 2 December 2016 which received visa no. 16-565 from the AMF on 2 December 2016, which together constitute a base prospectus for the purposes of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended in particular by Directive 2010/73/EU (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus, the first supplement, the second supplement, the third supplement, the fourth supplement and the fifth supplement to the Base Prospectus and the Final Terms are available, in accordance with Article 14 of Directive 2003/71/EC, for viewing at the office of the Paying Agents during normal business hours and on the websites of (a) the Autorité des marchés financiers (www.amf-france.org) and (b) the Issuer (www.valeo.com) and copies may be obtained free of charge from Valeo, 43 rue Bayen, 75017 Paris, France.

1.	$(i)$ Issuer:	Valeo
2.	(i) Series Number:	8
	Tranche Number: (ii)	$\mathbf{1}$
3.	Specified Currency or Currencies:	Euro ("EUR")
4.	Aggregate Principal Amount of Notes:
	(i) Series:	EUR 500,000,000
	(ii) Tranche:	EUR 500,000,000
5.	Issue Price:	99.578 per cent. of the Aggregate Principal Amount
6.	Specified Denomination:	EUR 100,000
7.	(i) Issue Date:	11 January 2017
	(ii) Interest Commencement Date:	Issue Date
8.	Maturity Date:	11 January 2023
9.	Interest Basis:	0.625 per cent. Fixed Rate
10.	Redemption Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
	11. Change of Interest or Basis:	Not applicable
	12. Put/Call Options:	Make-whole Redemption by the Issuer

Residual Maturity Call Option

Clean-Up Call Option

(further particulars specified below)

13. Change of Control:	Applicable. Condition 6(c)(ii) will apply

• 1. (i) Status of the Notes: Unsubordinated Notes
• (ii) Date of corporate authorisations Resolution of the Board of Directors of the Issuer dated 18 for issuance of Notes: February 2016 and the décision d'émission adopted on 4 January 2017
• 1. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.	Fixed Rate Note Provisions	Applicable
	Rate of Interest: (i)	0.625 per cent. per annum payable in arrear on each Interest Payment Date
	(ii) Interest Payment Dates:	11 January in each year not adjusted
	(iii) Fixed Coupon Amount:	EUR 625 per Note of EUR 100,000 Specified Denomination
	(iv) Broken Amounts:	Not Applicable
	Day Count Fraction: v. (v)	Actual/Actual (ICMA)
	(vi) Determination Dates:	11 January in each year
	(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:	Not Applicable
17.	Floating Rate Note Provisions	Not Applicable
	18. Zero Coupon Note Provisions	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
19.	Issuer Call Option	Not Applicable
20.	Make-whole Redemption by the Issuer:	Applicable
	(i) Notice Period:	As set out in Condition $6(f)$
	(ii) Parties to be notified (if other than set out in Condition $6(f)$ )	Not Applicable

$(iii)$ Make-whole Redemption 0.20 per cent. Margin:

	(iv) Make-whole Redemption Rate:	Reference Dealers Quotation
	(v) Reference Screen Rate:	Not Applicable
	(vi) Reference Security:	Federal Government Bund of Bundesrepublik Deutschland 1.5 per cent. due 4 September 2022 (ISIN: DE0001135499)
	(vii) Reference Dealers:	As set out in Condition $6(f)(ii)$
	21. Residual Maturity Call Option:	Applicable
	Date from which the Residual Maturity Call Option may be exercised:	The Issuer may exercise the Residual Maturity Call Option starting on 11 October 2022 and at any time thereafter.
	22. Clean-Up Call Option:	Applicable
23.	Investor Put Option	Not Applicable
	24. Put Option upon Change Control:	of Applicable. Condition 6(c)(ii) will apply
	25. Final Redemption Amount of each Note	EUR 100,000 per Note of EUR 100,000 specified denomination
26.	Early Redemption Amount (Tax)
	Early Redemption Amounts (Tax) each οf Note payable on redemption for taxation reasons on an event of default or other early redemption:	EUR 100,000 per Note of EUR 100,000 specified denomination

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GENERAL PROVISIONS APPLICABLE TO THE NOTES

	27. Form of Notes:	Dematerialised Notes
	(i) Form of Dematerialised Notes:	Bearer dematerialised form (au porteur)
	(ii) Registration Agent:	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable
	(iv) Applicable TEFRA exemption:	Not Applicable
28.	Financial Centres:	Not Applicable
29.	Talons for future Coupons to be No attached to Definitive Bearer Materialised Notes (and dates on which such Talons mature):
30.	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
31.	Consolidation provisions:	Not Applicable
32.	"Masse"	The Notes are issued outside France and Condition 11(ii) applies.

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The initial representative of the Masse is:

MASSOUOTE S.A.S.U. RCS 529 065 880 Nanterre 7bis rue de Neuilly F-92110 Clichy France

Mailing address: 33 rue Anna Jacquin 92 100 Boulogne Billancourt France

Represented by its Chairman

The alternative representative of the Masse will be:

Gilbert Labachotte 8 Boulevard Jourdan 75017 Paris France

The Representative's fee is $6450$ per year.

DISTRIBUTION

33. (i) If syndicated, names of Joint Lead Managers:	BNP PARIBAS CREDIT INDUSTRIEL ET COMMERCIAL S.A. CITIGROUP GLOBAL MARKETS LIMITED MIZUHO INTERNATIONAL PLC NATIXIS
Stabilising $Manager(s)$ (if (ii) $any)$ :	BNP PARIBAS
34. If non-syndicated, name of Dealer:	Not Applicable
35. US Selling Restrictions (Categories of potential investors to which the TEFRA Not applicable Notes are offered):	Reg. S Compliance Category 2 applies to the Notes;

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the EUR 3,000,000,000 Euro Medium Term Note Programme of Valeo (the "Issuer").

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: Christine PREVOT LEVY Group Director financing and Treasury

PART B - OTHER INFORMATION

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

(i)	Listing:	Euronext Paris
(ii)	Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be listed and admitted to trading on Euronext Paris with effect from 11 January 2017.
(111)	related admission to to trading:	Estimate of total expenses EUR 9,250 (including the AMF fees)
	(iv) Use of proceeds of the issue:	The net proceeds of the issue will be used for the Issuer's general corporate purposes.

$2.$ RATINGS

Ratings:

The Notes are rated:

$S & P$ : BBB (positive)

Moody's: Baa2 (stable)

Each of S & P and Moody's is established in the European Union, registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with $CRA$ Regulation.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $3.$

Save as discussed in the Section "Subscription and Sale" of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

$\overline{4}$ . Fixed Rate Notes only - YIELD

Indication of vield:

0.697 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

$\overline{5}$ . OPERATIONAL INFORMATION

• ISIN Code: $(i)$ FR0013230943
• (ii) Common Code: 154853308
• (iii) Any clearing system(s) other Not Applicable than Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification

$number(s)$ :

• (iv) Delivery: Delivery against payment (v) Names and addresses of BNP Paribas Securities Services Initial Paying Agent(s): Corporate Trust Services Les Grands Moulins de Pantin 9 rue du Débarcadère 93500 Pantin France
• (vi) Names and addresses of Not Applicable additional Paying Agent(s) (if any):
• (vii) Name and address of any Not Applicable paying $agent(s)$ and depository agent(s) in each country (in addition to the Principal Paying Agent):

7. GENERAL

The aggregate principal amount of Not Applicable Notes issued has been translated into Euro at the rate of $[\bullet]$ , producing a sum of (for Notes not denominated in Euro):

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